2021 Final Notice and Proxy Statement
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Dear Fellow Shareholders, We are pleased to invite you to attend our first Annual Meeting of Shareholders of Datto Holding Corp. (“Datto” or the “Company”) to be held on Thursday, May 27, 2021, at 11:00 a.m. (ET). This year’s Annual Meeting will be conducted virtually, via live audio webcast. Protecting the health and well-being of the attendees (employees, shareholders and the general public) is our top priority. In light of the recommendations issued by the CDC against public gatherings to limit the spread of COVID-19, we believe a virtual only meeting for this year is advisable. You will be able to attend the meeting online by visiting https://web.lumiagm.com/210802632 and entering the meeting password, which is datto2021. You will be able to submit questions and vote your shares electronically during the meeting by logging in using the 11-digit control number included on your proxy card or on the voting instruction form accompanying these proxy materials. The Annual Meeting will be conducted for the following purposes, which are more fully described in the accompanying proxy statement: 1. to elect three nominees identified in the accompanying proxy statement to serve as Class I directors, as recommended by the Compensation and Nominating Committee of the Board of Directors of Datto (the “Board”); 2. to approve, by an advisory vote, to retain the classified structure of the Board; 3. to approve, by an advisory vote, to retain the supermajority voting standards in Datto’s Third Amended and Restated Certificate of Incorporation and Datto’s Amended and Restated Bylaws; 4. to approve the Datto Holding Corp. 2021 Employee Stock Purchase Plan; 5. to ratify the appointment of Ernst & Young LLP as Datto’s independent registered public accounting firm for the year ending December 31, 2021; and 6. to transact other business as may properly come before the meeting or any adjournment of the meeting. Our Board has set the record date as April 20, 2021. Only shareholders that owned Datto common stock at the close of business on that day are entitled to notice of and may vote at this meeting or any adjournment of the meeting. A list of Datto’s shareholders of record will be available for examination by any shareholder for any purpose relevant to the meeting during ordinary business hours for at least ten days prior to May 27, 2021 at our corporate headquarters located at 101 Merritt 7, Norwalk CT 06851, and on the date of the meeting, on the virtual platform for the Annual Meeting at https://web.lumiagm.com/210802632. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote. You may vote by proxy over the Internet or by mail by following the instructions on the proxy card. Voting by proxy will ensure your representation at the virtual Annual Meeting regardless of whether you attend. Sincerely, TIM WELLER CHIEF EXECUTIVE OFFICER NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS The 2021 annual meeting of shareholders of Datto Holding Corp. will be conducted virtually, via live audio webcast at https://web.lumiagm.com/210802632 on Thursday, May 27, 2021, at 11:00 a.m. (ET) for the following purposes: 1. to elect three nominees identified in the accompanying proxy statement to serve as Class I directors, as recommended by the Compensation and Nominating Committee of the Board; 2. to approve, by an advisory vote, to retain the classified structure of the Board; 3. to approve, by an advisory vote, to retain the supermajority voting standards in Datto’s Third Amended and Restated Certificate of Incorporation and Datto’s Amended and Restated Bylaws; 4. to approve the Datto Holding Corp. 2021 Employee Stock Purchase Plan; 5. to ratify the appointment of Ernst & Young LLP as Datto’s independent registered public accounting firm for the year ending December 31, 2021; and 6. to transact other business as may properly come before the meeting or any adjournment of the meeting. A list of shareholders entitled to vote at the meeting will be available for examination by any shareholder for any purpose relevant to the meeting during ordinary business hours for at least ten days prior to May 27, 2021, at 101 Merritt 7, Norwalk, CT 06851, and on the date of the meeting, on the virtual platform for the Annual Meeting at https://web.lumiagm.com/210802632. By Order of the Board of Directors MICHAEL FASS GENERAL COUNSEL AND SECRETARY TABLE OF CONTENTS Page COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING .......... 1 BOARD OF DIRECTORS AND CORPORATE GOVERNANCE ................................ 5 PROPOSAL 1 – ELECTION OF DIRECTORS ............................................... 8 EXECUTIVE OFFICERS ................................................................ 16 EXECUTIVE AND DIRECTOR COMPENSATION ........................................... 18 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ........................ 23 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .......... 25 PROPOSAL 2 – ADVISORY VOTE REGARDING RETENTION OF THE CLASSIFIED STRUCTURE OF OUR BOARD ..................................................................... 27 PROPOSAL 3 – ADVISORY VOTE REGARDING RETENTION OF THE SUPERMAJORITY VOTING STANDARDS IN OUR CHARTER AND BYLAWS ................................ 29 PROPOSAL 4 – APPROVAL OF DATTO HOLDING CORP. 2021 EMPLOYEE STOCK PURCHASE PLAN .............................................................................. 32 PROPOSAL 5 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ................................................................. 36 AUDIT COMMITTEE REPORT ........................................................... 37 OTHER MATTERS ..................................................................... 38 INCORPORATION BY REFERENCE ...................................................... 38 AVAILABILITY OF SEC FILINGS, CODE OF ETHICS AND COMMITTEE CHARTERS ........... 38 WHERE TO FIND ADDITIONAL INFORMATION ........................................... 38 COST OF PROXY SOLICITATION ........................................................ 38 APPENDIX A – DATTO HOLDING CORP. 2021 EMPLOYEE STOCK PURCHASE PLAN .......... A-1 COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING Q: Why did I receive these materials? Datto’s Board is soliciting your proxy to vote at our 2021 Annual Meeting of Shareholders (the “Annual Meeting”) (or at any postponement or adjournment of the meeting). Shareholders who own shares of our common stock as of the record date, April 20, 2021 (the “Record Date”), are entitled to vote at the Annual Meeting. You should review these proxy materials carefully as they provide important information about the proposals that will be voted on at the Annual Meeting, as well as other important information about Datto. Q: Who will be entitled to vote? Shareholders who own shares of our common stock as of the Record Date, are entitled to vote at the Annual Meeting. As of the Record Date, Datto had 161,077,641 shares of common stock outstanding. Holders of shares of common stock are entitled to one vote per share. Cumulative voting is not permitted with respect to the election of directors or any other matter to be considered at the Annual Meeting. Q: What will I be voting on? You will be voting on: 1. the election of three Class I directors to serve on the Board until the 2024 Annual Meeting and until their successors are duly elected and qualified; 2. the approval, by an advisory vote, of the retention of the classified structure of the Board; 3. the approval, by an advisory vote, of the retention of the supermajority voting standards in Datto’s Third Amended and Restated Certificate of Incorporation (our “Certificate”) and Datto’s Amended and Restated Bylaws (our “Bylaws”); 4. the approval of the Datto Holding Corp. 2021 Employee Stock Purchase Plan; 5. the ratification of the appointment of Ernst & Young LLP as Datto’s independent registered public accounting firm for the year ending December 31, 2021; and 6. any other business as may properly come before the meeting or any adjournment of the meeting. Q: How does the Board recommend I vote on these matters? The Board recommends you vote: 1. FOR the election of David Breach, Maneet S. Saroya and John Stalder as Class I directors; 2. FOR the approval, by an advisory vote, of the retention of our classified Board structure; 3. FOR the approval, by an advisory vote, of the retention of the supermajority voting standards in the Certificate and the Bylaws; 4. FOR the approval of the Datto Holding Corp. 2021 Employee Stock Purchase Plan; and 5. FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021. Q: How do I cast my vote? Beneficial Shareholders. If you hold your shares in “street name” through a broker, trustee or other nominee, you are a beneficial shareholder. In order to vote your shares, please refer to the materials forwarded to you by your broker, bank or other nominee for instructions on how to vote the shares you hold as a beneficial shareholder. -1- Registered Shareholders. If you hold shares in your own name, you are a registered shareholder and may vote during the virtual Annual Meeting at https://web.lumiagm.com/210802632. You will need to log in by entering the password for the meeting, which is datto2021, and then your unique 11-digit control number included on your proxy card or on the instructions that accompany your proxy materials. Only one person will